PROSPECTUS Dated May 18, 2000 Pricing Supplement No. 9 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-34392
Dated May 19, 2000 Dated June 15, 2000
Rule 424(b)(3)
$30,000,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES E
-----------------------
EQUITY-LINKED NOTES DUE JULY 5, 2002
based on the Nikkei Stock Average
Each note will pay 100% of its principal amount of $10,000 at maturity. The
notes will also pay a supplemental redemption amount, which may be zero. The
supplemental redemption amount will be based on 80% of the percentage increase
in value, if any, over the life of the notes of the Nikkei Stock Average, which
we refer to as the Nikkei 225.
o The issue price of each note is $10,000 (100% of the principal amount).
o We will pay 0.25% per year interest on the $10,000 principal amount of
each note. Interest will be paid on July 6, 2001 and July 5, 2002.
o At maturity, you will receive the principal amount of $10,000 per note
plus any supplemental redemption amount.
o The supplemental redemption amount is based on the percentage increase in
value, if any, at maturity of the Nikkei 225. If the value of the Nikkei
225 at the maturity of the notes is higher than 16,338.70, which is the
value of the Nikkei 225 on June 14, 2000, the date we offered the notes
for initial sale to the public, then you will receive a supplemental
redemption amount per note equal to 80% of the percentage increase of the
Nikkei 225 times $10,000.
o However, if the value of the Nikkei 225 at maturity is not higher than
16,338.70, then you will not receive any supplemental redemption amount,
but you will still receive the principal amount of the notes.
o Investing in the notes is not equivalent to investing in the stocks
included in the Nikkei 225.
We may not redeem these notes prior to maturity other than under the
circumstances described under "Description of Notes - Tax Redemption" in the
accompanying Prospectus Supplement.
We will issue the notes in bearer form only. You may not exchange notes in
bearer form at any time for notes in registered form. Notes in bearer form are
subject to U.S. tax law requirements and you may not offer, sell, resell or
deliver the notes within the United States or its possessions or to a U.S.
person, except in certain transactions permitted by U.S. tax regulations.
You should read the more detailed description of the notes in this pricing
supplement. In particular, you should review and understand the descriptions in
"Summary of Pricing Supplement" and "Description of Notes."
The notes involve risks not associated with an investment in conventional debt
securities. See "Risk Factors" beginning on PS-5.
-----------------------
PRICE 100%
-----------------------
MORGAN STANLEY DEAN WITTER
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PS-2
<PAGE>
SUMMARY OF PRICING SUPPLEMENT
The following summary describes the notes we are offering to you in
general terms only. You should read the summary together with the more detailed
information that is contained in the rest of this pricing supplement and in the
accompanying prospectus and prospectus supplement. You should carefully
consider, among other things, the matters set forth in "Risk Factors."
The notes offered are medium-term debt securities of Morgan Stanley Dean
Witter & Co. The return on the notes is linked to the performance of the Nikkei
Stock Average, which we refer to as the Nikkei 225. These notes combine
features of debt and equity by offering at maturity 100% protection of the
issue price with the opportunity to participate in the upside potential of the
underlying Nikkei 225. However, we may also call the notes prior to maturity.
The Notes
Each note costs $10,000 We, Morgan Stanley Dean Witter & Co., are
offering our Equity-Linked Notes due July 5,
2002 based on the Nikkei Stock Average. The
principal amount and issue price of each
note is $10,000. We will pay you at least
the principal amount of $10,000 at maturity.
0.25% interest on the We will pay interest on each note, at the
principal amount rate of 0.25% of the principal amount per
year.
Payment at maturity Unlike ordinary debt securities, the notes
do not pay interest. Instead, you will
receive the principal amount of $10,000 per
note plus a supplemental redemption amount,
if the value of the Nikkei 225 increases
over the life of the notes.
100% Principal Protection
Unless we have called the notes, we will pay
you at least $10,000 at maturity, plus the
supplemental redemption amount, if any.
The Supplemental Redemption Amount
The supplemental redemption amount will be
equal to the percentage increase of the
Nikkei 225 multiplied by $10,000. The
supplemental redemption amount will be
calculated as follows:
Final Index Value - Initial Index Value
$10,000 x 0.80 x ---------------------------------------
Initial Index Value
where,
Initial Index Value = 16,338.70, which is the closing value
of the Nikkei 225 on June 14, 2000,
the date we offered the notes for
initial sale to the public
Final Index Value = the closing value of the Nikkei 225
on June 14, 2002
However, if this amount is zero or less, we
will not pay you a supplemental redemption
amount. In other words, if the Nikkei 225
does not go up over the life of the notes,
you will not receive any supplemental
redemption amount.
PS-3
<PAGE>
Form of notes We will issue the notes in bearer form only.
You may not exchange notes in bearer form at
any time for notes in registered form. Notes
in bearer form are subject to U.S. tax law
requirements and you may not offer, sell,
resell or deliver the notes within the
United States or its possessions or to a
U.S. person, except in certain transactions
permitted by U.S. tax regulations. You
should review the discussion in the
accompanying prospectus supplement under
"Description of Notes-- Forms of Notes" and
in the accompanying prospectus under "Forms
of Securities-- Limitations on the Issuance
of Bearer Securities and Bearer Debt
Warrants."
Nikkei 225 is currently The last reported value of the Nikkei 225, as
at 16,338.70 published by Nihon Keizai Shimbun, Inc. was
16,338.70. You can review the publicly
reported closing values of the Nikkei 225
since 1995 in the "Historical Information"
section of this Pricing Supplement. The
payment of dividends on the stocks which
compose, or underlie, the Nikkei 225 is not
reflected in the level of the Nikkei 225
and, therefore, has no effect on our
calculation of the percentage increase in
the Nikkei 225. The historical performance
of the Nikkei 225 should not be taken as an
indication of what its value will be at
maturity.
The Calculation Agent We have appointed Morgan Stanley & Co.
International Limited, which we refer to as
MSIL, to act as calculation agent for The
Chase Manhattan Bank (London Branch), the
trustee for our senior notes. As calculation
agent, MSIL will determine the percentage
change in the Nikkei 225, the final index
value and the supplemental redemption
amount.
No Affiliation with Nihon Nihon Keizai Shimbun, Inc., the publisher of
Keizai Shimbun, Inc. the Nikkei 225, is not an affiliate of ours
and is not involved with this offering in
any way. The obligations represented by
these equity-linked notes are obligations of
Morgan Stanley Dean Witter & Co. and not of
Nihon Keizai Shimbun, Inc.
More information The notes are senior notes issued as part of
on the notes our Series E medium-term note program. You
can find a general description of our Series
E medium-term note program in the
accompanying prospectus supplement dated May
19, 2000. We describe the basic features of
this type of note in the sections called
"Description of Notes -- Fixed Rate Notes"
and " -- Notes Linked to Commodity Prices,
Single Securities, Baskets of Securities or
Indices."
Because this is a summary, it does not
contain all of the information that may be
important to you, including the specific
mechanics and timing of the call provisions,
the calculation of the final index value,
the percentage change in the index and the
supplemental redemption amount. You should
read the "Description of Notes" section in
this pricing supplement for a detailed
description of the terms of the notes. You
should also read about some of the risks
involved in investing in notes in the
section called "Risk Factors." We urge you
to consult with your investment, legal,
accounting and other advisors with regard to
any investment in the notes.
How to reach us You may contact us at our principal
executive offices at 1585 Broadway, New
York, New York 10036 (telephone number (212)
762-4000).
PS-4
<PAGE>
RISK FACTORS
The notes are not secured debt and unlike ordinary debt securities do not
pay interest. This section describes the most significant risks relating to the
notes. You should carefully consider whether the notes are suited to your
particular circumstances before you decide to purchase them.
Notes are not ordinary The terms of the notes differ from those of
senior notes ordinary debt securities in that we will not
pay interest on the notes. Because the
supplemental redemption amount due at
maturity may be equal to zero, the return on
your investment (the effective yield to
maturity) in the notes may be less than the
amount that would be paid on an ordinary
debt security. The return of only the
principal amount of each note at maturity
will not compensate you for any loss in
value due to inflation and other factors
relating to the value of money over time.
Notes may not If the percentage change in the Nikkei 225 is
pay more than par at equal to or less than zero, you will receive
maturity only the par amount of $10,000 for each note
that you hold at maturity.
These notes may not be The notes are not listed on any exchange.
actively traded There can be no assurance as to whether
there will be a secondary market in the
notes. If there is a secondary market, it
may not provide enough liquidity to allow
you to trade or sell the notes easily. MSIL
currently intends to act as a market-maker
for the notes, but is not required to do so.
If MSIL does make a market in the notes, it
may stop doing so at any time without
notice.
Market price of the notes Several factors, many of which are beyond our
influenced by many control, will influence the value of the
unpredictable factors notes, including:
o the value of the Nikkei 225
o interest and yield rates in the market
o the volatility (frequency and magnitude of
changes in price) of the Nikkei 225
o economic, financial, political and
regulatory or judicial events that
affect the securities underlying the
Nikkei 225 or stock markets generally
and which may affect the final index
value
o the time remaining to the maturity of the
notes
o the dividend rate on the stocks underlying
the Nikkei 225
o our creditworthiness
Some or all of these factors will influence
the price that you will receive if you sell
your notes prior to maturity. For example,
you may have to sell your notes at a
substantial discount from the principal
amount if at the time of sale the Nikkei 225
is at, below, or not sufficiently above the
initial index value or if market interest
rates rise.
You cannot predict the future performance of
the Nikkei 225 based on its historical
performance. We cannot guarantee that the
value of the Nikkei 225 will increase so
that you will receive at maturity an amount
in excess of the principal amount of the
notes.
PS-5
<PAGE>
Adjustments to the Nikkei Nihon Keizai Shimbun, Inc., which we refer to
225 could adversely affect as NIKKEI, is responsible for calculating and
the notes maintaining the Nikkei 225. NIKKEI can add,
delete or substitute the stocks underlying
the Nikkei 225 or make other methodological
changes that could change the value of the
Nikkei 225. NIKKEI may discontinue or
suspend calculation or dissemination of the
Nikkei 225. Any of these actions could
adversely affect the value of the notes.
Potential conflicts of As calculation agent, MSIL will calculate the
interest between you amount paid to you at maturity of the notes.
and the Calculation MSIL and other affiliates may carry out
Agent activities that minimize our risks related
to notes, including trading in the
individual stocks included in the Nikkei 225
as well as in other instruments related to
the Nikkei 225. MSIL and some of our other
subsidiaries also trade the individual
stocks included in the Nikkei 225 and other
financial instruments related to the Nikkei
225 on a regular basis as part of their
general broker-dealer businesses. Any of
these activities could influence MSIL's
determination of calculations made with
respect to the notes and, accordingly, could
affect your payout on the notes.
Because MSIL calculates the percentage
change in the Nikkei 225, the final index
value and the supplemental redemption
amount, potential conflicts of interest may
exist between MSIL as calculation agent and
you as an owner of the notes.
Investment in the notes The payment of dividends on the stocks which
not the same as an compose, or underlie, the Nikkei 225 has no
investment in the effect on the calculation of the percentage
the Nikkei 225 stocks change in the Nikkei 225. For this reason,
and because the supplemental redemption
amount includes a participation factor, the
return on your investment based on the
percentage change in the Nikkei 225 is not
the same as the total return based on the
purchase of those underlying stocks held for
a similar period.
Potential risks of investing An investment in the notes involves
in a security linked to foreign considerations that may not be associated
common stock with a security linked to an index of stocks
issued by companies organized in your local
jurisdiction. These considerations relate to
foreign market factors generally and may
include, for example, different accounting
requirements and regulations, different
securities trading rules and conventions,
different and in some cases more adverse
economic environments, like the recession
experienced by the Japanese economy and
other Asian economies, and greater
governmental involvement in the economy and,
in some cases, greater volatility and
unpredictability.
Tax treatment You should also consider the tax
consequences of investing in the notes.
Please read carefully the section
"Description of Notes--United States Federal
Taxation" in this pricing supplement.
PS-6
<PAGE>
DESCRIPTION OF NOTES
Terms not defined herein have the meanings given to such terms in the
accompanying prospectus supplement. The term "note" refers to each $10,000
principal amount of any of our Equity-Linked Notes due July 5, 2002 based on
the Nikkei Stock Average. In this pricing supplement, the terms "MSDW," "we,"
"us" and "our" refer to Morgan Stanley Dean Witter & Co.
Principal Amount.................. $30,000,000
Maturity Date..................... July 5, 2002
Interest Rate..................... 0.25% per annum
Interest Payment Dates............ July 6, 2001 and the Maturity Date
Specified Currency................ U.S. Dollars
Issue Price....................... $10,000 per Note
Original Issue Date
(Settlement Date)............... July 6, 2000
Common Code....................... 011321356
ISIN.............................. XS0113213564
Minimum Denominations............. $10,000
Maturity Redemption Amount........ At maturity (including as a result of
acceleration or under the terms of the
Senior Debt Indenture), you will receive
$10,000, the par amount of each note, plus
the Supplemental Redemption Amount, if any.
Supplemental Redemption Amount.... We will pay to you a Supplemental Redemption
Amount per note at maturity equal to the
greater of (a) zero and (b) the product of
(i) $10,000, (ii) .80 and (iii) the Nikkei
225 Percent Change. The Calculation Agent
will calculate the Supplemental Redemption
Amount on the date the Final Index Value is
determined.
The Calculation Agent will provide written
notice to the Trustee at its London office,
on which notice the Trustee may conclusively
rely, of the Supplemental Redemption Amount,
on or prior to 11:00 a.m. on the Business
Day preceding the Maturity Date. See
"Discontinuance of the Nikkei 225;
Alteration of Method of Calculation" below.
The Calculation Agent will round all
percentages resulting from any calculation
with respect to the notes to the nearest one
hundred- thousandth of a percentage point,
with five one-millionths of a percentage
point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or
.0987655)). All dollar amounts used in or
resulting from such calculation will be
rounded to the nearest tenth of a cent with
five tenths of a cent being rounded upwards.
PS-7
<PAGE>
Nikkei 225 Percent Change......... The Nikkei 225 Percent Change is a fraction,
the numerator of which will be the Final
Index Value less the Initial Index Value and
the denominator of which will be the Initial
Index Value. The Nikkei 225 Percent Change
is described by the following formula:
(Final Index Value - Initial Index Value)
--------------------------------------------
Initial Index Value
Initial Index Value............... 16,338.70
Final Index Value................. The Final Index Value will be the Index
Closing Value on June 14, 2002.
If a Market Disruption Event occurs on June
14, 2002 or if that day is not a Trading
Day, the Final Index Value will be
determined on the immediately succeeding
Trading Day during which no Market
Disruption Event occurs; provided that the
Final Index Value will not be determined on
a date later than the second scheduled
Trading Day preceding the Maturity Date, and
if such date is not a Trading Day, or if
there is a Market Disruption Event on such
date, the Calculation Agent will determine
the value of the Nikkei 225 on such date in
accordance with the formula for and method
of calculating the Nikkei 225 in effect on
the last Trading Day on which no Market
Disruption Event occurred, using the closing
price (or, if trading in the relevant
securities has been materially suspended or
materially limited, its good faith estimate
of the closing price that would have
prevailed but for such suspension or
limitation) on such date of each security
most recently constituting the Nikkei 225.
Index Closing Value............... The Index Closing Value will equal the
closing value (afternoon session) of the
Nikkei 225, published by NIKKEI, on a
specified date. See "--Discontinuance of the
Nikkei 225; Alteration of Method of
Calculation."
In this "Description of Notes," references
to the Nikkei 225 will include any Successor
Index, unless the context requires
otherwise.
Trading Day....................... A day, as determined by the Calculation
Agent, on which trading is generally
conducted (i) on the Tokyo Stock Exchange
("TSE") and (ii) on any exchange on which
futures or options contracts related to the
Nikkei 225 are traded, other than a day on
which trading on any such exchange is
scheduled to close prior to its regular
final weekday closing time.
Book Entry Note or Certificated
Note.............................. Book Entry
Senior Note or Subordinated Note.. Senior
Trustee........................... The Chase Manhattan Bank
Agent for this offering of Notes.. Morgan Stanley & Co. International Limited
and its successors ("MSIL")
PS-8
<PAGE>
Market Disruption Event........... "Market Disruption Event" means with respect
to the Nikkei 225, the occurrence or
existence of any of the following events as
determined by the Calculation Agent:
(i) a suspension, absence or material
limitation of trading of stocks then
constituting 20% or more, by weight, of
the Nikkei 225 (or the relevant
Successor Index) on the Relevant
Exchanges for such securities for more
than two hours of trading or during the
one-half hour period preceding the
close of trading (afternoon session) in
such market or a breakdown or failure
in the price and trading systems of any
Relevant Exchange as a result of which
the reported trading prices for stocks
then constituting 20% or more, by
weight, of the Nikkei 225 (or the
relevant Successor Index) during the
last one-half hour preceding the
closing of trading (afternoon session)
on such Relevant Exchange are
materially inaccurate; or the
suspension, material limitation or
absence of trading on any major
securities exchange or market of
trading in futures or options contracts
related to the Nikkei 225 (or the
relevant Successor Index) for more than
two hours of trading or during the
one-half hour period preceding the
close of trading on such market; and
(ii) a determination by the Calculation
Agent in its sole discretion that any
event described in clause (i) above
materially interfered with the ability
of MSDW or any of its affiliates to
unwind all or a material portion of the
hedge with respect to the notes.
For the purpose of determining whether a
Market Disruption Event exists at any time,
if trading in a security included in the
Nikkei 225 is materially suspended or
materially limited at that time, then the
relevant percentage contribution of that
security to the level of the Nikkei 225
shall be based on a comparison of (x) the
portion of the level of the Nikkei 225
attributable to that security relative to
(y) the overall level of the Nikkei 225, in
each case immediately before that suspension
or limitation.
For purposes of determining whether a Market
Disruption Event has occurred: (1) a
limitation on the hours or number of days of
trading will not constitute a Market
Disruption Event if it results from an
announced change in the regular business
hours of the relevant exchange or market,
(2) a decision to permanently discontinue
trading in the relevant futures or options
contract will not constitute a Market
Disruption Event, (3) limitations pursuant
to the rules of any Relevant Exchange
similar to NYSE Rule 80A (or any applicable
rule or regulation enacted or promulgated by
any other self-regulatory organization or
any government agency of similar scope as
determined by the Calculation Agent) on
trading during significant market
fluctuations will constitute a suspension,
absence or material limitation of trading,
(4) a suspension of trading in a futures or
options contract on the Nikkei 225 by the
primary securities market related to such
contract by reason of (a) a price change
exceeding limits set by such exchange or
market, (b) an imbalance of orders relating
to such contracts or (c) a disparity in bid
and ask quotes relating to such contracts
will constitute a suspension or material
PS-9
<PAGE>
limitation of trading in futures or options
contracts related to the Nikkei 225 and (5)
a suspension, absence or material limitation
of trading on any Relevant Exchange or on
the primary market on which futures or
options contracts related to the Nikkei 225
are traded will not include any time when
such market is itself closed for trading
under ordinary circumstances.
Relevant Exchange................. "Relevant Exchange" means the primary
organized exchange or market of trading for
any security then included in the Nikkei 225
or any Successor Index.
Alternative Calculation of the
Final Index Value in case of
an Event of Default .............. If an Event of Default with respect to any
notes shall have occurred and be continuing,
the Calculation Agent will determine the
amount declared due and payable upon any
acceleration of the notes, which will be
equal to $10,000 plus the Supplemental
Redemption Amount, if any, determined as
though the date on which the Final Index
Value is scheduled to be determined were the
date of acceleration.
Calculation Agent................. MSIL
All determinations made by the Calculation
Agent will be at the sole discretion of the
Calculation Agent and will, in the absence
of manifest error, be conclusive for all
purposes and binding on you and on us.
Because the Calculation Agent is our
affiliate, potential conflicts of interest
may exist between the Calculation Agent, and
you as the owner of the notes, including
with respect to certain determinations and
judgments that the Calculation Agent must
make in determining the Nikkei 225 Percent
Change, the Final Index Value, the
Supplemental Redemption Amount or whether a
Market Disruption Event has occurred. See
"Discontinuance of the Nikkei 225;
Alteration of Method of Calculation" below
and "Market Disruption Event" above. MSIL,
as a registered broker-dealer, is required
to maintain policies and procedures
regarding the handling and use of
confidential proprietary information, and
such policies and procedures will be in
effect throughout the term of the notes to
restrict the use of information relating to
the calculation of the Nikkei 225 Percent
Change, the Final Index Value and the
Supplemental Redemption Amount prior to the
dissemination of such information. MSIL is
obligated to carry out its duties and
functions as Calculation Agent in good faith
and using its reasonable judgment.
Nikkei 225 Index.................. We have derived all information regarding
the Nikkei 225 contained in this pricing
supplement, including, without limitation,
its make-up, method of calculation and
changes in its components, from publicly
available information. Such information
reflects the policies of, and is subject to
change by, the Nihon Keizai Shimbun, Inc.,
which is commonly referred to as NIKKEI.
NIKKEI has no obligation to continue to
publish, and may discontinue publication of,
the Nikkei 225.
PS-10
<PAGE>
The Nikkei 225 is a stock index calculated,
published and disseminated by NIKKEI that
measures the composite price performance of
selected Japanese stocks. The Nikkei 225
currently is based on 225 highly capitalized
underlying stocks (the "Underlying Stocks")
trading on the TSE representing a broad
cross-section of Japanese industries. All
225 Underlying Stocks are stocks listed in
the First Section of the TSE. Domestic
stocks admitted to the TSE are assigned to
either the First Section or Second Section.
Stocks listed in the First Section are among
the most actively traded stocks on the TSE.
At the end of each business year, the TSE
examines each First Section stock to
determine whether it continues to meet the
criteria for inclusion in the First Section
and each Second Section stock to determine
whether it may qualify for inclusion in the
First Section.
The Nikkei 225 is a modified, price-weighted
index (i.e., an Underlying Stock's weight in
the index is based on its price per share
rather than the total market capitalization
of the issuer) which is calculated by (i)
multiplying the per share price of each
Underlying Stock by the corresponding
weighting factor for such Underlying Stock
(a "Weight Factor"), (ii) calculating the
sum of all these products and (iii) dividing
such sum by a divisor (the "Divisor"). The
Divisor was initially set at 225 for the
date of May 16, 1949 using historical
numbers from May 16, 1949, the date on which
the Tokyo Stock Exchange was reopened. The
Divisor was 20.341 as of June 14, 2000 and
is subject to periodic adjustments as set
forth below. Each Weight Factor is computed
by dividing (Y)50 by the par value of the
relevant Underlying Stock, so that the share
price of each Underlying Stock when
multiplied by its Weight Factor corresponds
to a share price based on a uniform par
value of (Y)50. The stock prices used in the
calculation of the Nikkei 225 are those
reported by a primary market for the
Underlying Stocks (currently the TSE). The
level of the Nikkei 225 is calculated once
per minute during TSE trading hours.
In order to maintain continuity in the
Nikkei 225 in the event of certain changes
due to non-market factors affecting the
Underlying Stocks, such as the addition or
deletion of stocks, substitution of stocks,
stock splits or distributions of assets to
stockholders, the Divisor used in
calculating the Nikkei 225 is adjusted in a
manner designed to prevent any instantaneous
change or discontinuity in the level of the
Nikkei 225. Thereafter, the Divisor remains
at the new value until a further adjustment
is necessary as the result of another
change. As a result of such change affecting
any Underlying Stock, the Divisor is
adjusted in such a way that the sum of all
share prices immediately after such change
multiplied by the applicable Weight Factor
and divided by the new Divisor (i.e., the
level of the Nikkei 225 immediately after
such change) will equal the level of the
Nikkei 225 immediately prior to the change.
An Underlying Stock may be deleted or added
by NIKKEI. Any stock becoming ineligible for
listing in the First Section of the TSE due
to any of the following reasons will be
deleted from the Underlying Stocks: (i)
bankruptcy of the issuer, (ii) merger of the
issuer with, or acquisition of the issuer
by, another company, (iii)
PS-11
<PAGE>
delisting of such stock, (iv) transfer of
such stock to the "Seiri-Post" because of
excess debt of the issuer or because of any
other reason (v) transfer of such stock to
the "Kanri-Post" (Posts for stocks under
supervision) or (vi) transfer of such stock
to the Second Section. In addition,
Underlying Stocks with relatively low
liquidity, based on trading volume and price
fluctuation over the past ten years, may be
deleted by NIKKEI subject to a maximum of
six such deletions by reason of low
liquidity per year. Upon deletion of a stock
from the Underlying Stocks, NIKKEI will
select a replacement for such deleted
Underlying Stock in accordance with certain
criteria. In an exceptional case, a newly
listed stock in the First Section of the TSE
that is recognized by NIKKEI to be
representative of a market may be added to
the Underlying Stocks. In such a case, an
existing Underlying Stock with low trading
volume and deemed not to be representative
of a market will be deleted by NIKKEI.
A list of the issuers of the Underlying
Stocks constituting Nikkei 225 is available
from the Nikkei Economic Electronic Databank
System and from the Stock Market Indices
Data Book published by NIKKEI. NIKKEI may
delete, add or substitute any stock
underlying the Nikkei 225.
NIKKEI first calculated and published the
Nikkei 225 in 1970. The following table sets
forth the high, the low and the closing
values of the Nikkei 225 for each quarter in
the period from January 1, 1995 through June
14, 2000, as published by NIKKEI. The
historical performance of the Nikkei 225
should not be taken as an indication of
future performance, and no assurance can be
given that such performance, taken together
with the performance of the stocks
underlying the Nikkei 225, will cause the
holders of the notes to receive any
Supplemental Redemption Amount under the
formula for determining the Supplemental
Redemption Amount.
Nikkei 225 Closing Values
-----------------------------------
High Low Close
--------- --------- ---------
1995
First Quarter....... 19,684.04 15,749.77 16,139.95
Second Quarter...... 17,103.69 14,507.17 14,517.40
Third Quarter....... 18,758.55 14,485.41 17,913.06
Fourth Quarter...... 20,011.76 17,337.19 19,868.15
1996
First Quarter....... 21,406.85 19,734.70 21,406.85
Second Quarter...... 22,666.80 21,171.82 22,530.75
Third Quarter....... 22,455.50 20,107.15 21,556.40
Fourth Quarter...... 21,612.30 19,161.77 19,361.35
1997
First Quarter....... 19,446.00 17,303.77 18,003.40
Second Quarter...... 20,681.07 17,485.75 20,604.96
Third Quarter....... 17,887.71 17,683.27 17,887.71
Fourth Quarter...... 17,842.16 14,775.22 15,258.74
1998
First Quarter....... 17,264.34 14,664.44 16,527.17
Second Quarter...... 16,536.66 14,715.38 15,830.27
Third Quarter....... 16,731.92 13,406.39 13,406.39
Fourth Quarter...... 15,207.77 12,879.97 13,842.17
PS-12
<PAGE>
Nikkei 225 Closing Values
-----------------------------------
High Low Close
--------- --------- ---------
1999
First Quarter....... 16,378.78 13,232.74 15,836.59
Second Quarter...... 17,782.79 15,972.68 17,529.74
Third Quarter....... 18,532.58 16,821.06 17,605.46
Fourth Quarter...... 18,934.34 17,254.17 18,934.34
2000
First Quarter....... 20,081.67 18,168.27 19,602.34
Second Quarter
(through June 14,
2000)............. 20,833.21 16,008.14 16,654.42
Source: Bloomberg
We or our affiliates may presently or from
time to time engage in business with one or
more of the issuers of the component stocks
of the Nikkei 225, including selling
products and/or services to, purchasing
products and/or services from, extending
loans to or making equity investments in any
of such issuers or providing advisory
services to such issuers, including merger
and acquisition advisory services. In the
course of such business, we, or our
affiliates, may acquire non-public
information with respect to such companies
and, in addition, one or more of our
affiliates may publish research reports with
respect to such issuers. The statements in
the preceding sentence are not intended to
affect the right of holders of the notes
under the securities laws. You should
undertake an independent investigation of
the issuers of the component stocks of the
Nikkei 225 and of the Nikkei 225 to the
extent required, in your judgment, to allow
you to make an informed decision with
respect to an investment in the notes.
Discontinuance of the Nikkei 225;
Alteration of Method of
Calculation....................... If NIKKEI discontinues publication of the
Nikkei 225 and NIKKEI or another entity
publishes a successor or substitute index
that the Calculation Agent determines, in
its sole discretion, to be comparable to the
discontinued the Nikkei 225 (such index
being referred to herein as a "Successor
Index"), then any subsequent Index Closing
Value will be determined by reference to the
value of such Successor Index at the close
of trading on relevant exchange or market
for the Successor Index on the date that the
Final Index Value is to be determined.
Upon any selection by the Calculation Agent
of a Successor Index, the Calculation Agent
will cause written notice thereof to be
furnished to the Trustee, to MSDW and to the
holders of the notes within three Trading
Days of such selection.
If NIKKEI discontinues publication of the
Nikkei 225 prior to, and such discontinuance
is continuing on, the date that the Final
Index Value is to be determined and the
Calculation Agent determines that no
Successor Index is available at such time,
then on such date, the Calculation Agent
will determine the Index Closing Value that
would be used in computing the Nikkei 225
Percent Change on such date. The Index
Closing Value will be computed by the
Calculation Agent in accordance with the
formula for and method of calculating the
Nikkei 225 last in effect prior to such
discontinuance, using the closing price (or,
if trading in the relevant securities has
been materially suspended or materially
limited, its good faith estimate of
PS-13
<PAGE>
the closing price that would have prevailed
but for such suspension or limitation) on
such date of each security most recently
comprising the Nikkei 225. Notwithstanding
these alternative arrangements,
discontinuance of the publication of the
Nikkei 225 may adversely affect the value of
the notes.
If at any time the method of calculating the
Nikkei 225 or a Successor Index, or the
value thereof, is changed in a material
respect, or if the Nikkei 225 or a Successor
Index is in any other way modified so that
such index does not, in the opinion of the
Calculation Agent, fairly represent the
value of the Nikkei 225 or such Successor
Index had such changes or modifications not
been made, then, from and after such time,
the Calculation Agent will, at the close of
business in New York City on the date that
the Final Index Value is to be determined
make such calculations and adjustments as,
in the good faith judgment of the
Calculation Agent, may be necessary in order
to arrive at a value of a stock index
comparable to the Nikkei 225 or such
Successor Index, as the case may be, as if
such changes or modifications had not been
made, and calculate the Supplemental
Redemption Amount with reference to the
Nikkei 225 or such Successor Index, as
adjusted. Accordingly, if the method of
calculating the Nikkei 225 or a Successor
Index is modified so that the value of such
index is a fraction of what it would have
been if it had not been modified (e.g., due
to a split in the index), then the
Calculation Agent will adjust such index in
order to arrive at a value of the Nikkei 225
or such Successor Index as if it had not
been modified (e.g., as if such split had
not occurred).
Use of Proceeds and Hedging....... The net proceeds we receive from the sale of
the notes will be used for general corporate
purposes and, in part, by us or one or more
of our affiliates in connection with hedging
our obligations under the notes, including
hedging market risks associated with the
Supplemental Redemption Amount.
On the date of this pricing supplement, we,
through our subsidiaries or others, hedged
our anticipated exposure in connection with
the notes by the purchase and sale of
exchange traded and over-the-counter options
on the Nikkei 225, individual stocks
included in the Nikkei 225, futures
contracts on the Nikkei 225 and options on
such futures contracts or by taking
positions in any other instruments that we
wished to use in connection with such
hedging. Through our subsidiaries, we are
likely to modify our hedge position
throughout the life of the notes, including
on the date that the Final Index Value is to
be determined, by purchasing and selling the
securities and instruments listed above and
any other available securities and
instruments that we may wish to use in
connection with our hedging activity.
Although we have no reason to believe that
our hedging activity had or will have a
material impact on the price of such
options, stocks, futures contracts, and
options on futures contracts or on the value
of the Nikkei 225, we cannot give any
assurance that we did not, or in the future
will not, affect such prices as a result of
our hedging activities.
Supplemental Information
Concerning of Distribution........ The Agent proposes initially to offer the
notes to the public at 100% of the principal
amount of the notes. Proceeds to MSDW will
also be 100% of the principal amount of the
notes. In order to facilitate the offering
of the notes, the Agent may engage in
transactions that stabilize, maintain or
otherwise affect the price of the notes or
the
PS-14
<PAGE>
stocks underlying the Nikkei 225.
Specifically, the Agent may overallot in
connection with the offering, creating a
short position in the notes for its own
account. In addition, to cover allotments or
to stabilize the price of the notes, the
Agent may bid for, and purchase, the notes
or the stocks underlying the Nikkei 225 in
the open market. See "Use of Proceeds and
Hedging" above.
See also "Plan of Distribution" in the
accompanying prospectus supplement.
License Agreement between NIKKEI
and MSDW.......................... The use of and reference to the Nikkei 225
in connection with the notes has been
consented to by NIKKEI, the publisher of the
Nikkei 225. NIKKEI has the copyright to the
Nikkei Stock Average. All rights to the
Nikkei 225 are owned by NIKKEI. We, the
Calculation Agent and the Trustee disclaim
all responsibility for the calculation or
other maintenance of or any adjustments to
the Nikkei 225. NIKKEI has the right to
change the contents of the Nikkei 225 and to
cease compilation and publication of the
Nikkei 225. In addition, NIKKEI has no
relationship to us or the notes; it does not
sponsor, endorse, authorize, sell or promote
the notes, and has no obligation or
liability in connection with the
administration, marketing or trading of the
notes or with the calculation of the Initial
Index Value or the Final Index Value, as
described above.
ERISA Matters for Pension Plans
and Insurance Companies........... We and certain of our affiliates, including
Morgan Stanley & Co. Incorporated ("MS&Co.")
and Dean Witter Reynolds Inc. ("DWR"), may
each be considered a "party in interest"
within the meaning of the Employee
Retirement Income Security Act of 1974, as
amended ("ERISA"), or a "disqualified
person" within the meaning of the Internal
Revenue Code of 1986, as amended (the
"Code") with respect to many employee
benefit plans. Prohibited transactions
within the meaning of ERISA or the Code may
arise, for example, if the notes are
acquired by or with the assets of a pension
or other employee benefit plan with respect
to which MS & Co., DWR or any of their
affiliates is a service provider, unless the
notes are acquired pursuant to an exemption
from the prohibited transaction rules.
The acquisition of the notes may be eligible
for one of the exemptions noted below if
such acquisition:
(a) (i) is made solely with the assets of a
bank collective investment fund and (ii)
satisfies the requirements and conditions of
Prohibited Transaction Class Exemption
("PTCE") 91-38 issued by the Department of
Labor ("DOL");
(b) (i) is made solely with assets of an
insurance company pooled separate account
and (ii) satisfies the requirements and
conditions of PTCE 90-1 issued by the DOL;
(c) (i) is made solely with assets managed
by a qualified professional asset manager
and (ii) satisfies the requirements and
conditions of PTCE 84-14 issued by the DOL;
(d) is made solely with assets of a
governmental plan (as defined in Section
3(32) of ERISA) which is not subject to the
provisions of Section 401 of the Code;
PS-15
<PAGE>
(e) (i) is made solely with assets of an
insurance company general account and (ii)
satisfies the requirements and conditions of
PTCE 95-60 issued by the DOL; or
(f) (i) is made solely with assets managed
by an in-house asset manager and (ii)
satisfies the requirements and conditions of
PTCE 96-23 issued by the DOL.
Under ERISA, the assets of a pension or
other employee benefit plan may include
assets held in the general account of an
insurance company which has issued an
insurance policy to such plan or assets of
an entity in which the plan has invested.
United States Federal Taxation.... The investor should refer to the discussion
under "United States Federal Taxation" in
the accompanying Prospectus Supplement.
PS-16
